Exhibit 10.41
OPTION AGREEMENT
1 PARTIES
|
1.1
|
The
parties to this agreement are –
|
|
1.1.1
|
Wits Basin Precious Minerals Inc.;
|
|
1.1.2
|
SSC Mandarin Financial Services Limited;
and
|
|
1.1.3
|
SSC-Sino Gold Consulting Co. Limited.
|
|
1.2
|
The
parties agree as set out below.
|
2 INTERPRETATION
|
2.1
|
In
this agreement, unless inconsistent with or otherwise indicated by
the context –
|
|
2.1.1
|
"the/this agreement" means
the agreement as set out herein together with all appendices
hereto;
|
|
2.1.2
|
"business day" means
a day which is not a Saturday, Sunday or a United States public
holiday;
|
|
2.1.3
|
"the company" means
SSC-Sino Gold Consulting Co. Limited, with registration number
019332, a company duly incorporated in accordance with the laws of
the People's Republic of China, herein represented by Lu Wenyuan,
he having been duly authorised hereto;
|
|
2.1.4
|
"the company board" means
the board members of the company as at the signature date, being
Norman Lowenthal, Lee Sing Leung, Robin, Lixun, Ma Xiaona, Lu
Wenyuan, Zhang Yongtao and Wan Guoli;
|
|
2.1.5
|
"the documents of title" means
collectively –
|
|
2.1.5.1
|
the
transfer documents in respect of the subject interest, duly
completed in accordance with the articles of association of the
company, indicating the purchaser or its nominee as the transferee
of the subject interest and dated the exercise date;
|
|
2.1.5.2
|
a
certified copy of a resolution of the directors of the company
passed in accordance with the articles of association of the
company approving the transfer of the subject interest in the name
of the purchaser or its nominee;
|
|
2.1.5.3
|
the
written and signed cession of the claims in favour of the purchaser
or its nominee;
|
|
2.1.6
|
"the effective date" means
the signature date;
|
|
2.1.7
|
"the exercise date" means
the date on which the purchaser exercises the option, which date
shall be within the option period;
|
|
2.1.8
|
"the exercise price" means
an amount of USD5,000,000 (five million United States Dollars) to
be paid by the purchaser to the seller on the exercise
date;
|
|
2.1.9
|
"the option" means
the option which the seller grants to the purchaser to purchase the
subject interest and the subject claims during the option
period;
|
|
2.1.10
|
"the option period" means
36 months from the effective date;
|
|
2.1.11
|
"the option price" means
an amount of USD100,000 (one hundred thousand United States
Dollars) payable by the purchaser to the seller in respect of the
option;
|
|
2.1.12
|
"the parties" means
all the parties to this agreement;
|
|
2.1.13
|
"the purchaser" means
Wits Basin Precious Minerals Inc. (OTCBB: WITM), a public company
duly incorporated in accordance with the laws Minnesota, United
States of America, or its appointed nominee, herein represented by
Stephen David King, he having been duly authorised
hereto;
|
|
2.1.14
|
"the seller" means
SSC Mandarin Financial Services Limited, with registration number
C.I. 641254, a company duly incorporated in terms of the laws of
Hong Kong, herein represented by Lee Sing Leung, Robin, he being
duly authorised thereto;
|
|
2.1.15
|
"the signature date" means
the date of signature of this agreement as identified on the
signature page;
|
|
2.1.16
|
"the subject claims" means
any and all claims of whatsoever nature and howsoever arising held
by the seller against the company as at the exercise
date;
|
|
2.1.17
|
"the subject interest" means
the interest or issued shares amounting to 60% (sixty percentum) of
the company or the company's issued share capital at the exercise
date;
|
|
2.1.18
|
any
reference to the singular includes the plural and
vice versa ;
|
|
2.1.19
|
any
reference to natural persons includes legal persons and
vice versa ;
|
|
2.1.20
|
any
reference to a gender includes the other genders.
|
|
2.2
|
If
any provision in a definition is a substantive provision conferring
rights or imposing obligations on any party, effect shall be given
to it as if it were a substantive clause in the body of the
agreement notwithstanding that it is only contained in the
interpretation clause.
|
|
2.3
|
The
clause headings in this agreement have been inserted for
convenience only and shall not be taken into account in its
interpretation.
|
|
2.4
|
If
any period is referred to in this agreement by way of reference to
a number of days, the days shall be reckoned exclusively of the
first and inclusively of the last day unless the last day falls on
a day other than a business day, in which case the last day shall
be the next succeeding business day.
|
|
2.5
|
Words
and expressions defined in any sub-clause shall, for the purposes
of the clause of which that sub-clause forms part, bear the meaning
assigned to such words and expressions in that
sub-clause.
|
|
2.6
|
This
agreement shall be governed by and construed and interpreted in
accordance with the laws of the United Sates of
America.
|
3 INTRODUCTION
|
3.1
|
It
is recorded that –
|
|
3.1.1
|
the
seller is the owner of the subject interest and the subject
claims;
|
|
3.1.2
|
the
purchaser wishes to acquire an option to purchase the subject
interest and the subject claims from the seller an
|
|
